SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
LATTICE SEMICONDUCTOR CORPORATION
(Name of Subject Company (issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
518415104
(CUSIP Number of Common Stock Underlying Securities)
Stephen A. Skaggs
Chief Financial Officer
Lattice Semiconductor Corporation
5555 N.E. Moore Court
Hillsboro, Oregon 97124-6421
Tel: (503) 268-8000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copies to:
John A. Fore, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** |
$36,473,308.00 | $3,356.00 |
Amount Previously Paid: | Not applicable. | |
Form or Registration No.: | Not applicable. | |
Filing party: | Not applicable. | |
Date filed: | Not applicable. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o | third party tender offer subject to Rule 14d-1. | ||
ý | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 13, 2003 (the "Schedule TO") relating to an offer by Lattice Semiconductor Corporation, a Delaware corporation ("Lattice" or the "Company"), to exchange certain outstanding stock options for new options.
Item 4. Terms of the Transaction.
Item 4(a) of the Schedule TO is amended and supplemented to add the following sentence to the end of the paragraph: The information set forth in the Supplement to the Offer to Exchange Certain Outstanding Options for New Options, dated March 10, 2003, a copy of which is attached hereto as Exhibit (a)(1)(j), is incorporated herein by reference.
Item 12 of the Schedule TO is amended and supplemented to add the following exhibit:
Exhibit Number |
Description |
|
---|---|---|
(a)(1)(j) | Supplement to the Offer to Exchange Certain Outstanding Options for New Options, dated March 10, 2003. |
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct.
LATTICE SEMICONDUCTOR CORPORATION | |
/s/ STEPHEN A. SKAGGS Stephen A. Skaggs Senior Vice President, Chief Financial Officer and Secretary |
|
Date: March 7, 2003 |
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Exhibit Number |
Description |
|
---|---|---|
(a)(1)(j) | Supplement to the Offer to Exchange Certain Outstanding Options for New Options, dated March 10, 2003. |